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HomeMy WebLinkAboutContracts & Agreements_51-2017 AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY AND .JOINT ESCROW INSTRUCTIONS This PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is dated as of March 21, 2017 (the "Effective Date") and is entered into by and between and CITY OF REDLANDS, a municipal corporation ("Seller"), and VANTAGEONE REAL ESTATE INVESTMENTS V, LLC, a California limited liability company or assignee ("Buyer"), as follows RECITALS A The County of San Bernardino a body corporate and politic of the State of California ("County") is the owner of the fee simple interest in that certain property which is the former site of the Redlands Superior Court, located at 216 Brookside Avenue (APNs 0171-211-13, 14, 16, 18, 19, 20, and 21), in the City of Redlands, consisting of an approximately 12,011 square foot building (gross), and situated on 1 22 acres as shown on Exhibit "A" attached hereto and incorporated in this Agreement by this reference (the "Property") The Property includes (a) Seller's right, title and interest, to the extent transferable, in and to (i) intangible property relating to or used in connection with the ownership, operation, use, or enjoyment of the Property including, without limitation, all approvals, entitlements, licenses and permits, and (ii) to the extent in Seller's possession, any maps, drawings, surveys or reports for the Property, and (b) all of the rights, privileges, appurtenances, hereditaments, easements, reversions, and remainders pertaining to or used in connection with the Property, including, without limitation, all (i) development rights and credits, air rights, water, water rights, and water stock relating to the Property, (ii) strips and gores, streets, alleys, easements, rights-of- way, public ways, or other rights appurtenant, adjacent, or connected to the Property, and (iii) minerals, oil, gas, and other hydrocarbon substances in, under, or that may be produced from the Property B The Redlands Superior Court is closed and currently vacant and Buyer desires to acquire the Property because it is contiguous to land the Buyer currently owns C County is authorized to sell this property to Seller in accordance with California Government Code Section 25365 D County and Seller have entered into an agreement attached to this Agreement as Exhibit °B" (the "County PSA") whereby County has agreed to sell, and Seller has agreed to buy the Property from the County by Seller E Buyer and Seller have entered into an Exclusive Negotiating Agreement dated May 18, 2016 (the ENA ) pursuant to which Seller has agreed to negotiate with Buyer on an exclusive basis to establish the terms and conditions for sale of the Property by Seller to Buyer following Seller's acquisition of the Property as provided in the County PSA and entry into this Agreement I IcaldjmlAgreements\PSA(Courthouse)216BrooksideAvenueRedlandsCA 3 21 17 docx 1 F Seller and Buyer desire to enter into this Agreement to provide for Seller to sell the Property to Buyer and Buyer to purchase the Property from Seller upon the terms and conditions set forth below AGREEMENT Based upon the foregoing Recitals, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer and Seller agree as follows 1 PURCHASE AND SALE OF THE PROPERTY 1 1 Agreement to Purchase In furtherance of the ENA, subject to all of the terms, conditions, and provisions of this Agreement, and for the consideration set forth below, Seller agrees to sell to Buyer, and Buyer agrees to purchase the Property from Seller 1 2 Purchase Price The purchase price for the Property shall be One Million Fifty Thousand and 001100 Dollars ($1 050,000 00) ("Purchase Price") 13 Countv PSA Buyer and Seller acknowledge and agree as follows (i) Seller (as Buyer) has entered into the County PSA, a copy of which is attached to this Agreement as Exhibit "B", under which Seller has agreed to purchase the Property from County immediately prior to the Close of Escrow (as defined in Section 4 below), and Buyer has reviewed the County PSA, (ii) Seller and County have opened an escrow account ("County Escrow") with Fidelity National Title Insurance Company for the close of escrow under the County PSA (the "County Closing") (iii) a condition precedent for County and Seller to perform their obligations under the County PSA is Buyer delivering all Buyer Closing Documents (as defined below in subsection 4 2) Buyer is obligated to deliver under this Agreement, and (iv) the Close of Escrow (as defined in Section 4 below) under this Agreement shall occur immediately following the County Closing 2 ESCROW 21 Escrow Holder The transfer and sale of the Property shall take place through an escrow company("Escrow")which shall be administered by Fidelity National Title located at 3237 E Guasti Road, Ste 105 Ontario, CA 91761 ("Escrow Holder") The Escrow Officer shall be Janette DeLap, (909) 569-0225, Janette Del-apCa.fnf com Buyer shall deliver a copy of this Agreement executed by both Buyer and Seller to Escrow Holder within five (5) days after the Effective Date of this Agreement, and Escrow shall commence upon the receipt of this Agreement by the Escrow Holder Escrow shall close on April 30, 2017, or such other date agreed upon by Buyer, through the authority and approval of Buyer's City Manager or his designee, and Seller in writing (the "Closing Date") 22 Escrow Instructions This Agreement, together with any standard instructions of Escrow Holder, shall constitute the joint escrow instructions of Buyer and Seller to Escrow Holder Seller and Buyer through the authority and approval of Buyer's City Manager or his designee, agree to execute and deliver to Escrow Holder customary supplemental written escrow instructions (consistent with the terms of this Agreement) of Escrow Holder. In case of any conflict between the provisions of this Agreement and Escrow Holder's standard instructions, this Agreement shall prevail Upon any termination of this Agreement or cancellation of the Escrow, unless such termination results from a breach of this Agreement by Seller, Buyer shall be solely responsible for any escrow cancellation costs of Escrow Holder I Icaldjm\Agreements\PSA(Courthouse)216BrooksideAvenueRediandsCA 3 21 17 docx 2 3 INSPECTIONS DUE DILIGENCE AND TITLE REVIEW "AS IS" 3 1 Inspections Due Diligence Period Upon the opening of Escrow, Seller shall provide to Buyer all due diligence materials received from County, or in Seller's files or in its immediate possession, including, but not limited to, environmental reports, "Phase I" reports, "Phase 2" reports, building plans, geologic studies, soils tests, engineering reports, inspection results, complaints, licenses, and permits pertaining to the property and related improvements During the period beginning upon the opening of Escrow and continuing until the twentieth (20th) day after the opening of Escrow (the "Due Diligence Deadline") Buyer shall be entitled to examine all aspects of the Property to determine if any conditions exist that would preclude Buyer from using the Property for Buyer's intended use or cause Buyer to incur expenses that render Buyer's intended use of the Property financially infeasible, such use and financial infeasibility to be determined in Buyer's sole discretion at Buyer's sole expense To that end, during the Due Diligence Period, Buyer, its agents, employees, contractors, authorized representatives, experts, and assignees shall be entitled to 1) enter onto, into, examine, and investigate the condition of the Property and existing improvements, 2) verify whether Buyer's intended use of the Property is permitted under applicable zoning and use laws regulations and ordinances (collectively, the "Government Approvals"), and 3) to submit, process, and pursue applications for, and obtain from the appropriately authorized governmental agencies (the "Government Agencies") any Government Approvals Buyer, as determined by Buyer in its sole discretion, deems necessary or required for Buyer's intended use of the Property If any conditions are imposed in connection with the Government Approvals, Buyer shall determine, in its sole and absolute discretion, whether Buyer is willing or able to comply with such conditions, and if not, Buyer may elect to terminate this Agreement as provided below Seller shall use its reasonable efforts to cooperate with Buyer in all respects to help Buyer obtain the Government Approvals, provided, however, Seller shall have no obligation to expend such efforts unless Buyer, by separate agreement with Seller, agrees to reimburse Seller for its actual costs in connection with such efforts Buyer shall be responsible for all costs and Expenses arising or incurred in connection with the Government Approvals Buyer shall have the right to terminate this Agreement by providing written notice to Seller and Escrow Holder on or before the expiration of the Due Diligence Deadline if Buyer finds the Property unsatisfactory for any reason Buyers failure to give written notice of termination to Seller and Escrow Holder on or before the expiration of the Due Diligence Deadline shall constitute an election by Buyer to terminate this Agreement Buyer hereby agrees to defend (by legal counsel reasonably acceptable to Seller) and indemnify Seller and County, and hold Seller and County harmless, from and against any and all liability arising out of physical damage to persons or property arising out of the exercise of Buyer's rights under this Section, which obligation shall survive the termination of this Agreement and the Close of Escrow Buyer agrees that it will not materially interfere with the ongoing operation of the Property when making the investigation of the Property contemplated by this Section Buyer acknowledges that Seller has suggested that Buyer inspect fully the Property and investigate all matters relevant thereto and engage such engineering consultants, construction consultants, attorneys, environmental specialists and such persons as are necessary to fully inform Buyer as to all aspects of the Property Buyer shall solely rely upon the results of Buyer's own inspection or other information obtained or otherwise available to Buyer rather than any information that may have been provided by Seller or County or Seller's or County's agents or representatives, other than as expressly provided in this Agreement 3 2 Title 11ca1djm\AgreementsTSA(Courthouse)216BrooksideAvenueRedIan dsCA 3 21 17 docx 3 3 2 1 Deliveries by Seller On or before 5 00 p m on the fifth (5th) business day after the Opening of Escrow, Seller shall cause Fidelity National Title Insurance Company ("Title Insurer"), at its office located at 1300 Dove Street, Suite 310, Newport Beach California 92660, Attention Michael Brinkman, Vice President and Commercial Title Insurance Officer, (949) 221- 4723, mike brinkman fnf com, to issue and deliver to Buyer, at Buyer's sole cost and expense, (a) a current commitment for an ALTA extended coverage Owner's Policy of Title Insurance for the Real Property (the "Title Report") and (b) legible copies of all documents referenced as exceptions in the Title Report (collectively with the Title Report the "Title Documents") 3 2 2 Buyer's Review of Title Buyer shall have until the Due Diligence Deadline to notify Seller in writing of any objection that Buyer may have to any matters reported or shown in any survey or the Title Documents or any amendments or updates thereof ("Buyer's Title Objection Letter") (provided, however, that if any such amendments or updates are received by Buyer after or within five (5) business days before the Due Diligence Deadline, Buyer shall have five (5) business days following Buyer's receipt of such amendment or update and copies of all documents referenced in the Title Documents to notify Seller of objections to matters shown on any such amendment or update that were not disclosed on the previously delivered survey or Title Documents and the Closing Date shall automatically be extended as necessary to facilitate such notice period and any subsequent periods for Seller's response and Buyer's election as provided in subsections (i) and (ii), below) Matters shown as exceptions to coverage in the Title Report (or any amendments or updates thereof) that are not timely objected to by Buyer as provided above shall constitute "Permitted Exceptions" Seller shall cooperate, at no cost to Seller, with Buyer to eliminate matters objected to by Buyer, but, except as set forth in the last sentence of this Section 3 3 2, Seller shall have no obligation to cure or correct any matter objected to by Buyer On or before the fifth (511) business day following Seller's receipt of Buyers Title Objection Letter, Seller may elect, by delivering written notice of such election to Buyer and Escrow Holder ("Seller's Response"), to cause Title Insurer to remove or insure over any matters objected to in Buyer's Title Objection Letter If Seller fails to deliver Seller's Response within the period set forth above, it shall be deemed an election by Seller not to cause Title Insurer to so remove or insure over such objections If Seller elects or is deemed to have elected not to cause Title Insurer to so remove or insure, or if Buyer determines, in its sole discretion, that any proposed endorsement for or insurance over an objected matter is unsatisfactory, then Buyer must elect, by delivering written notice of such election to Seller and Escrow Holder on or before the earlier to occur of(a) the fifth (5th) business day following Buyer's receipt of Seller's Response or (b) if no Seller's Response is received by Buyer, the fifth (5th) business day following the date on which Seller shall have been deemed to have responded, as provided above, to (i) terminate this Agreement, or(ji) proceed with this transaction, in which event those objected to exceptions or matters that Seller has not elected to cause Title Insurer to so remove or insure shall be deemed to be Permitted Exceptions If Buyer fails to make such election on a timely basis, then Buyer shall be deemed to have elected to terminate this Agreement in accordance with the preceding clause (i) Notwithstanding anything else stated in this Agreement, in all events, regardless of whether Buyer has given notice of objection as stated above, Seller shall be obligated to satisfy and otherwise remove all monetary and financial liens and encumbrances in existence as of the date of this Agreement or incurred by Seller on or before the Closing Date (other than current taxes not yet due) and any additional encumbrances incurred by Seller after the date of this Agreement in violation of any provision of this Agreement, and, except as may be otherwise specifically set forth in this Agreement, terminate all leases, possessory agreements, licenses, and operating agreements that affect the Property and Buyer need not object to any such matters Seller agrees not to cause or create any additional encumbrances or other matters affecting title to the Property to be incurred after the date of this Agreement that are not satisfied or otherwise removed on or before the Closing Date as contemplated above I IcaldjmlAgreements\PSA(Courthouse)216BrooksideAvenueRedlandsCA 3 21 17 docx 4 3 2 3 Condition of Title at Closing Upon the Closing, Seller shall sell, transfer, and convey to Buyer fee simple title to the Property by a duly executed and acknowledged grant deed in the form of Exhibit"C° attached to and made a part of this Agreement(the"Grant Deed"), subject only to the Permitted Exceptions and the reservations and other matters, if any, referenced or described in said Grant Deed 3 2 4 Entitlements and Zonina Seller Cooperation Buyer shall have the right, during the term of this Agreement, at Buyer's sole expense, to pursue all property-specific entitlements in connection with Buyer's intended use of the Property Upon request by Buyer, at no expense to Seller, Seller shall cooperate, at no cost to Seller, in all respects with Buyer in its pursuit of permits or approvals which may be required for or in connection with Buyer's intended use of the Property Such cooperation may include sending letters to or meeting with municipal, state, or governmental agency officials,Joining in or submitting applications, documents, attending meetings or hearings, and otherwise supporting Buyer's intended use of the Property 33 "AS-1S" Buyer shall accept the delivery of possession of the Property (including but not limited to, subterranean structures and soil conditions), in an "AS IS," "WHERE IS" and 'SUBJECT TO ALL FAULTS" condition BUYER hereby acknowledges that it will rely solely upon its own investigation of the Property and its own review of such information and documentation as it deems appropriate Buyer is not relying on any statement or representation by Seller, any employee, official or consultant of Seller relating to the condition of the Property Seller makes no representations or warranties as to whether the Property presently complies with environmental laws or whether the Property contains any hazardous substance Furthermore, to the extent that Seller has provided Buyer with information relating to the condition of the Property Seller makes no representation or warranty with respect to the accuracy, completeness or methodology or content of such reports or information Notwithstanding the foregoing, the communication tower, generator and propane tank located on the Property are included in this sale and will remain after the Close of Escrow This subsection shall survive the Close of Escrow 4 CLOSING 4 1 Deliveries by Seller On or before noon on the business day preceding the scheduled Closing Date, Seller shall deliver to Escrow Holder (i) the Grant Deed, duly executed and acknowledged by Seller, (ii) an original of the Closing Statement described in subsection 4 3 below, duly executed by Seller, and (iii) all other documents reasonably required by Escrow Holder to carry out and close the Escrow pursuant to this Agreement (collectively and individually, the "Seller Closing Documents") 4 2 Deliveries by Buyer On or before noon on the business day preceding the scheduled Closing Date, Buyer shall deliver to Escrow Holder (i) the Purchase Price, (ii) the escrow costs and prorations for which Buyer is responsible, (iii) an original of the Closing Statement described in subsection 4 3, duly executed by Buyer, and (iv) all other sums and documents reasonably required by Escrow Halder to carry out and close the Escrow pursuant to this Agreement (collectively and individually, the "Buyer Closing Documents") 4 3 Closino Statement No later than two (2) business days prior to the Closing Date, Escrow Holder shall prepare for approval by Buyer and Seller a closing statement (the "Preliminary Closing Statement") on Escrow Holder's standard form indicating, among other I Icaldjm\Agreements\PSA(Courthouse)216BrooksideAvenueRed land sCA 3 21 17 docx 5 things Escrow Holder's estimate of all closing costs and prorations made pursuant to this Agreement Based on each party's comments, if any, Escrow Holder shall revise the Preliminary Closing Statement and deliver a final version of a closing statement to each of the parties at the Closing, which each shall approve and sign as provided in subsections 4 1 and 4 2 above (the "Closing Statement") 4 4 Closing Recording and Disbursements On the Closing Date, and provided all of the Seller Conditions to Closing and Buyer Conditions to Closing set forth in subsections 4 7 1 and 4 7 2 of this Agreement have been satisfied or waived in writing by the appropriate party, Escrow Holder shall tale the following actions 4 4 1 Recordina Escrow Holder shall cause the Grant Deed to be recorded in the Official Records of San Bernardino County, California 4 4 2 Delivery of Documents and Funds Escrow Holder shall deliver to Buyer all of the items listed in subsection 4 1 above which were delivered by Seller to Escrow (except that Escrow Holder shall record the original Grant Deed in the Official Records upon Close of Escrow), and a conformed copy of the recorded Grant Deed Escrow Holder shall deliver the Purchase Price to (or on account of) Seller by wire transfer as provided in written instructions furnished to Escrow Holder by Seller prior to the Close of Escrow, together with one duplicate original of all of the items listed in subsection 4 4 and a conformed copy of the recorded Grant Deed 4 4 3 Pavment of Costs Buyer shall pay for the premium for Buyer's Title Policy (as defined below in subsection 4 7 2 3, and the cost of any endorsements or extended coverage Any recording fees for the Grant Deed to be recorded under this Agreement and one-half the escrow fee of Escrow Holder shall be paid by Seller, one-half the escrow fee of Escrow Holder shall be paid by Buyer, provided, however, that if the Close of Escrow has not occurred by the Closing Date by reason of a default hereunder, the defaulting party shall bear all Escrow cancellation charges All other costs and expenses of Escrow not specifically allocated in this Agreement shall be apportioned as is customary in San Bernardino County Seller and Buyer shall each be responsible for their respective attorneys' fees and costs 4 7 Conditions to Close of Escrow 4 7 1 Conditions to Seller's Obligations In addition to any other condition set forth in this Agreement in favor of Seller, Seller shall have the right to condition its obligation to convey the Property to Buyer and close the Escrow upon the satisfaction, or written waiver by Seller, of each of the following conditions precedent on the Closing Date or such earlier time as provided for herein (collectively, the "Seller Conditions to Closing") 4 7 1 1 Delivery of Document and Funds Buyer shall have timely executed and deposited all Buyer Closing Documents into Escrow 4 7 1 2 No Default Buyer shall not be in material default of any of its obligations under this Agreement and no event shall have occurred that would constitute a default with the giving of notice or the passage of time 11ca%djrn Ag reements\PSA(Courthouse)216BrooksideAvenue Red land sCA 3 21 17 docx 6 4 7 2 Conditions to Buver's Obliaations Buyer's obligation to purchase the Property and close the Escrow is conditioned upon the satisfaction, or written waiver by Buyer, of each of the following conditions precedent on the Closing Date or such earlier time as provided for herein (collectively, the"Buyer Conditions to Closing") '4 7 2 1 Acquired Property The County Closing shall have occurred, and Seller shall have completed its acquisition of the Property under the County PSA 4 7 2 2 Delivery of Documents Seller shall have executed and deposited the Seller Closing Documents into Escrow 4 7 2 3 Title Policv The Title Company is unconditionally and irrevocably committed to issue to Buyer at Closing an ALTA extended coverage Owner's Policy of Title Insurance for the Property ("Buyers Title Policy"), insuring Buyer's title to the Property in the amount of the Purchase Price, subject only to the Permitted Exceptions, and (i) the standard exceptions and exclusions from coverage contained in such form of the policy, (ii) real estate taxes and assessments not yet due and payable, (iii) matters created by, through or under Buyer, and (v) items which would be disclosed by an accurate, updated ALTA survey and physical inspection of the Property The difference between the cost of a CLTA and extended coverage Owner's Policy of Title Insurance and issuance of any particular title endorsements requested by Buyer shall be paid by Buyer Buyer acknowledges that Buyer is solely responsible for ascertaining the availability of any such extended coverage title insurance policy and endorsements prior to the Due Diligence Deadline If endorsements are required to cure defects in title, Seller shall provide such endorsements at Seller's expense 4 7 2 4 No Default Seller shall not be in material default of any of its obligations under this Agreement (and shall not have received notice of a default hereunder which has not been cured) 4 7 3 Termination If each of the Seller Conditions to Closing set forth in Section 4 7 1 is not fulfilled on the Closing Date or such earlier time period as provided for herein or waived, and provided Seller is not in default of this Agreement, Seller may at its option terminate this Agreement and the Escrow opened hereunder If each of the Buyer Conditions to Closing set forth in Section 4 7 2 is not fulfilled on the Closing Date or such earlier time period as provided for herein or waived by Buyer, and provided Buyer is not in default of this Agreement, Buyer may at its option terminate this Agreement and the Escrow opened hereunder No termination under this Agreement shall release either party then in default from liability for such default If this Agreement is terminated, all documents and funds delivered by Seller to Buyer or Escrow Holder shall be returned immediately to Seller and all documents and funds delivered by Buyer to Seller or Escrow Holder shall be returned immediately to Buyer 5 POSSESSION Buyer shall be entitled to exclusive possession of the Property immediately upon Close of Escrow 6 REPRESENTATIONS AND WARRANTIES 6 1 Seller's Representations &Warranties Seller hereby makes the following representations, covenants and warranties, and acknowledges that the execution of this Agreement by Buyer has been made in material reliance by Buyer on such covenants representations and warranties 11ca\djm\Agreements\PSA(Courthouse)216BrooksideAvenueRedlandsCA 3 21 17 docx 7 61 1 Power and Authoritv Seller has the legal power right and authority to enter into this Agreement and to execute the instruments and documents referenced herein, and to consummate the transaction contemplated hereby 6 1 2 Requisite Action Seller has taken all requisite action and obtained all requisite consents in connection with entering into this Agreement and the instruments and documents referenced herein and the consummation of the transactions contemplated hereby and no consent of any other party is required 6 1 3 Enforceabilitv of Agreement The persons executing this Agreement and any instrument or document referenced herein for or on behalf of Seller have been duly authorized to so act on behalf of Seller and this Agreement and any such instrument or document is valid and legally binding on Seller and enforceable in accordance with their respective terms 6 1 4) No Litigation There are no pending and served or, to the best knowledge of Seller threatened claims, actions, allegations or lawsuit of any kind, whether for personal injury, property damage, property taxes, or otherwise, that could affect the Property 6 1 5 No Violation Neither the execution of this Agreement or other instruments and documents referenced herein nor the performance by Seller of its obligations hereunder and thereunder shall result in a breach or constitute a default under any agreement, document, instrument or other obligation to which Seller is a party or by which Seller may be bound or under law, statute, ordinance, rule, governmental regulation, state constitution, or any writ, injunction, order or decree of any court or governmental body applicable to Seller To the best of Seller's knowledge, all representations and warranties contained in this subsection 6 1 are true and correct on the date hereof and, as a condition of Closing for Buyer's benefit, shall be true and correct on the Closing Date and shall survive the Closing 62 Buver's Warranties and Representations Buyer hereby makes the following representations, covenants and warranties and acknowledges that the execution of this Agreement by Seller has been made in material reliance by Seller on such covenants, representations and warranties 6 2 1 Buyer has the legal right, power and authority to enter into this Agreement and the Instruments and documents referenced herein and to consummate the transactions contemplated hereby The persons executing this Agreement and such other instruments as may be referenced herein on behalf of Buyer hereby represent and warrant that such persons have the power, right and authority to bind Buyer 6 2 2 Buyer has taken all requisite action and obtained all requisite consents in connection with entering into this Agreement and the Instruments and documents referenced herein and the consummation of the transactions contemplated hereby and no consent of any other party is required 6 2 3 This Agreement is, and all instruments and documents to be executed by Buyer pursuant to this Agreement shall be duly executed and are or shall be valid and legally binding upon Buyer and enforceable in accordance with their respective terms 6 2 4 There is no pending or, to the best of Buyer's knowledge, threatened claims, action, allegations or lawsuit of any kind, whether for personal injury, property damage, breach of contract or otherwise, that could affect the Property or Buyer's ability to consummate the transaction contemplated hereby 11caldjm\Agreements\PSA(Courthouse)216BrooksideAvenueRedland sCA 3 21 17 docx 8 To the best of Buyer's knowledge, all representations and warranties contained in this subsection 6 2 are true and correct on the date of this Agreement and on the Closing Date and shall survive the Close of Escrow 7 TERMINATION If this Agreement is terminated by Buyer prior to the Due Diligence Deadline in accordance with the provisions of subsection 4 7 3 above, then any and all funds deposited in Escrow by Buyer to complete Buyer's obligations under this Agreement shall be refunded to Buyer less any Escrow fees, and, except as otherwise provided in this Agreement to the contrary, the parties shall have no further obligation or liabilities to the other 8 DEFAULT 8 1 Seller Default Seller shall be deemed to be in Default under this Agreement if Seller fails, for any reason other than Buyer's Default under this Agreement or the failure of a condition precedent to Seller's obligation to perform under this Agreement, to meet, comply with, or perform any covenant agreement, or obligation required on its part within the time limits and in the manner required in this Agreement, or a material breach shall have occurred of any representation or warranty (made by Seller) because of Seller's actual fraud or intentional misrepresentation, provided, however, that no such Default shall be deemed to have occurred unless and until Buyer has given Seller written notice of the Default, describing its nature, and Seller has failed to cure such Default within five (5) days after receipt of such notice (but in any event before the Closing Date, unless such Default occurs after Closing) 82 Buver Default Buyer shall be deemed to be in Default under this Agreement if Buyer fails, for any reason other than Seller's default under this Agreement or the failure of a condition precedent to Buyer's obligation to perform under this Agreement, to meet, comply with, or perform any covenant, agreement, or obligation required on its part within the time limits and in the manner required in this Agreement or a material breach shall have occurred of any representation or warranty (made by Buyer) by reason of Buyer's actual fraud or intentional misrepresentation, provided, however, that no such Default shall be deemed to have occurred unless and until Seller has given Buyer written notice of this Agreement, describing the nature of the Default, and Buyer has failed to cure such Default within five (5)days after the receipt of such notice (but in any event before the Closing Date, unless such Default occurs after Closing) 9 CONFLICT OF INTEREST No member, official or employee of either party having any conflict of interest, direct or indirect, related to this Agreement and the use and development of the Property shall participate in any decision relating to the Agreement The parties represent and warrant that they do not have knowledge of any such conflict of interest 10 ATTORNEYS' FEES If any legal action is instituted to enforce or declare any party's rights hereunder, each party, including the prevailing party, must bear its own costs and attorneys'fees 11 NOTICES Any notice, demand, request, consent, approval or communication that any party desires or is required to give the other parties or any other person shall be in writing and either(i) served personally, (ii) sent by prepaid, first-class mail, (iii) sent by telecopier during normal business hours followed by a confirming letter sent in another manner permitted under this provision, or (iv) when sent by e-mail with confirmation of receipt in another manner permitted under this provision, and shall be deemed sufficiently given if served in a manner specified in this Section 11 Any notice, demand request consent, approval or communication that any party desires or is required to give to the other parties shall be addressed to the other parties at the addresses set forth below Any party may change its address by notifying the other parties of the 11ca1djm\AgreementslPSA(Courthouse)216BrooksideAvenueRedlendsCA 3 21 17 docx 9 change of address Notice shall be deemed communicated two (2) business days from the time of mailing if mailed as provided in this section Seller City of Redlands Mr James Troyer Development Services Director P O Box 3005 Redlands, CA 92373-3005 Telephone (909) 798-7531 Email Itroyer(d-)citvofredlands orq With A Copy To City of Redlands P O Box 3005 Redlands, California 92373 Attention City Clerk Telephone (909) 798-7531 Email Jdon aldson@cityofredlands org City Attorney City of Redlands Attention Daniel J McHugh Telephone (909) 798-7595 Email dmchugh5citvofredlands orq BUYER VantageOne Real Estate Investments V, LLC a California limited liability company 3 Corporate Plaza Dave Suite 210 Newport Beach, CA 92660 (949) 631-6620 Email tnrii(a)_aol com With A Copy To Angela Kraus c/o Haddan & Zepfel 610 Newport Center Drive Suite 330 Newport Beach, CA 92660 Telephone (949) 644-7064 Email angelakraus@gmail com To Escrow Agent Fidelity National Title Insurance Company 3237 East Guasti Road, Suite 105 Ontario, California 91761 Attention Janette DeLap Vice President& Senior Commercial Escrow Officer Telephone 909-569-0225 Email Janette DeLap(&fnf com I Icaldjm\Agreements\PSA(Courthouse)216BrooksideAvenueRediandsCA 3.21 17 docx 10 12 MISCELLANEOUS 121 All periods of time referred to in this Agreement shall Include all Saturdays, Sundays and state or national holidays, provided that if the date or last date to perforin any act or give any notice with respect to this Agreement shall fall on a Saturday, Sunday or state or national holiday, such act or notice may be timely performed or given on the next succeeding day which is not a Saturday, Sunday or state or national holiday 122 The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render the other provisions hereof unenforceable, invalid or illegal 123 Buyer and Seller each represent and warrant to the other than no third party is entitled to a broker's commission and/or finder's fee with respect to the transaction contemplated by this Agreement Buyer and Seller each agree to indemnify and hold the other party harmless from and against all liabilities, costs, damages and expenses, including, without limitation, attorneys' fees, resulting from any claims or fees or commissions, based upon agreements by it, if any, to pay a broker's commission and/or finder's fee other than the commission referred to in the prior sentence 125 Buyer covenants and agrees that (i) all information provided to it by Seller in connection with the Property or resulting from Buyer's inspections of the Property and review of relevant materials, will be held in strict confidence by it and its agents, employees, prospective lender and mortgage broker, (ii) Buyer will immediately return all such information to Seller if the transaction contemplated by this Agreement is not consummated for any reason, and (ill) Buyer will not rely thereon, but will instead conduct Buyer's own due diligence inquiry with respect to the Property 12 6 Entire Acireement Construction 1261 This Agreement and the exhibits attached hereto constitute the entire understanding and Agreement of the parties 1262 This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto with respect to the Property 1263 As this Agreement was jointly prepared by both parties, the language in all parts of this Agreement shall be construed, in all cases, according to its fair meaning, and not for or against either party hereto 1264 The headings to the paragraphs of this Agreement are for convenience of reference only, do not form a part of this Agreement and shall not in any way affect its interpretation 1265 This Agreement may be executed in as many counterparts as may be deemed necessary and convenient, and by the different Parties hereto on separate counterparts, each of which, when so executed, including, without limitation, by pdf scanned counterparts of any initialed or executed pages delivered via electronic mail, shall be deemed an original, but all such counterparts shall constitute one and the same instrument 12 6 6 This Agreement shall be governed by and construed under the laws of the State of California without regard to conflicts-of-laws principles that would require the application of any other law Each Party hereby consents to the exclusive jurisdiction of any court of 11caldjm\Agreements\PSA(Courthouse)216BrooksideAvenueRed land sCA 3 21 17 docx 11 competent jurisdiction in San Bernardino County in any action related to or arising under this Agreement 12 6 7 Any provision or part of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall, as to such situation and such jurisdiction, be ineffective only to the extent of such invalidity and shall not affect the enforceability of the remaining provisions hereof or the validity or enforceability of any such provision in any other situation or in any other jurisdiction 12 7 Legislative Bodv Approval This Agreement is subject to, and will have no force or effect until and unless first approved by the City Council of the City of Redlands 12 8 Exhibits Exhibits "A", "B", and "C" attached to this Agreement are incorporated herein by this reference and made a part of this Agreement and identified as follows Exhibit"A" Legal Description of Property Exhibit "B" County PSA Exhibit "C" Grant Deed The parties have executed this Agreement as of the date set forth above BUYER SELLER. VANTAGEONE REAL ESTATE CITY OF REDLANDS, a municipal INVESTMENTS V, LLC, a California limited corporatio,�,n'. ;a (n� liability company By L?" By 7 W Paul W Foster, Mayor Thomas N Robinson Its Managing Member ATTEST nne Donaldson, City Clerk Acknowledged and Accepted FIDELITY NATIONAL TITLE COMPANY Janette DeLap, Vice President Senior Commercial Escrow Officer 1ca1djm\Agreements\PSA(Courthouse)216BrooksideAvenueRedlandsCA 3 21 17 docx 12 EXHIBIT "A" All that ceitain real property situated In the County of Sar) Bernardino, State of California, described as follows Parcel No. 1 (Assessor's Parcel No 0171-211-14) That portion of Lot 7, Stone's Subdivision, in the City of Redlands, County of San Bernardino, State Of Califarnia as per plat recorded in Book 5 of Maos Paae 37, Records of said County described as follow Beginning at the Northerly corner of the Easterly;line of lot 1, Block"C", Pelier, Pratt and Kendall Subdivision, thence along the East line of Lot 1, 97.1 feet, thence North 15031' East 88 3 feet to First Street, thence North 62°17 westerly an the Southwesterly Idle of First Street, 25 83 feet to the point of beginning Parcel No 2 (Assessor's Parcel No 0171-211-13) Lot 1, Block. 'C", Pelier, Pratt and Kendall Subdivision, in the City of Redlands, County of San Bernardino, State of California, as per plat recorded in Book 5 of Macs Pace 22, Records of said County Except the following Beginning at the Nertheast corner of said Lot, th n!e South aloing the East line of 26 70 feet, thence Northwesterly 53 97 feet to the point on the North fine of said Lot, thence along said North line Easterly 46 90 feet to the point of beginning, as disclosed by deed recorded June 14 1940 in Book 1412 Paae 424 of Official Records Parcel No 3 (Assessor's Parcel No 0171-211-16) Lot 6, Stone's Subdivision of Lots No 12, 13 and 14 Block"C" Pelier, Pratt and Kendalls Subdivision of part of Lot 27 Block 77, San Bernardino Rancho, San Ber7)ar-dlno County, California and a part of Lot 1, Block 27 Rediands, in the City of Redlands. County of San Bernavdia)o, State of California as per plat recorded in Book 5 of Mafls Paae 37 of the Records of said County. Excepting therefrom that portion thereof conveyed by F P Mon-ison, Trustee to Halsey W Allen by deed recorded in Book 311 of Deeds Pacie 400, Records of.said County, described as f0ows The V%testerly portion of said Lot 6, described as follows, mvhich said portion is a trapezoid lying immediately in rear of Lot 1, fronting 50 feet on alley, the West boundar; lint being 93 fret, thence Northerly boundary line being 59 6 feet, the Easterly boundary line bung 60 9 feet Parcel No 4 (Assessor's Parcel No 0171-211-18) Lot 2, Brookside Avenue Subdivision, in the City of Redlands, County of San Bernardina. State of California as per plat recorded in Book 17 of Maas Paae 1 Records of said County Parcel No 5 (Assessor's Parcel No 0171.-211-19) Lot 2 of Stone s Subdivision, in the City of Redlands, as per plat recorded in Book 5 of Maps, Page 37 Records of said Counh, 11ca1d1m1AgreementslPSA(Courthouse)216Brooks ideAvenueRedlandsCA 3.21 17 docx 13 Parcel No 6 'kAssessor s Parcel No 0171-212-20 and 017!-211-21) Lot 1 of Stone's Subdivision of Lots 12, 13 and 14 Block C , Pe€lei, Pratt s and Kendalls Subdrvrsron of Part of Lot 27, Block 77, San Bernardino Rancho and a part of Lot 1, Block 27r Redlands Survey, in the City of Redlands, County of San Bernardino, State of California, as per plat recorded in Book 5 of t,iaos Pail 37, R2cords Cr sal; Cointy Also that portion of Lot 6 of said Stone's Subdivision, lying West of the East line of said Lot 1 of said Stone s Subdivision pi-oduced Northeriv Also that portion of 12 foot alley (no,. �acated) as shoe;n on sari crap of Stone's Subdr.rsron, lying between said Lot 1 or said Stone s Subdivision and that portion of Lot 6 above described Also that por t*n of Block "D" of Peller s Subdivision No 2 of Part of Lot 1, Block 27, Redlands Sun.ey, in the City of Redlands, County of San Bernardino State or California, as per Plat recorded in Book S or Maas. Pao,- 45, Records of said County, describ-2-d as follows Beginning at a point at the intersection of the line of the Northeasterly side of said Block 'D with the North,vesterly side of Brookside Avenge (said point also being the SouthV,esterly corner of said Lot 1 of said Stone Subdivision), thence running in a Southwesterly direction along the Northwesterly side of Brookside -4 ,enue, 25 feet, thence at rmht angles in a Northraesterly direction 265 feet, thence at right angles Northeasterly ?5 feet to the Northeasterly lire -t s;EA Block 'D'; thence running Southeasterly along said Northeasterly line of said Block "D", 265 fleet to the point of beginning 11caldjm\Agreements\PSA(Courthouse)216BrooksideAvenueRedlandsCA 3 21 17 docx 14 EXHIBIT "B" (attach copy of Countv PSAl 1Icaldjm\Agreements\PSA(Courthouse)216Brooks ideAvenueRedlandsCA 3 21 17 docx 15 AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY AND .JOINT ESCROW INSTRUCTIONS This PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this "Agreement') is dated as of October 18, 2016 (the "Effective Date") and is entered into by and between the County of San Bernardino, a body corporate and politic of the State of California ("COUNTY") and the City of Redlands, a municipal corporation ("BUYER") RECITALS A COUNTY is the owner of the fee simple interest in that certain property which is the former site of the Redlands Superior Court, located at 216 Brookside Avenue(APN 0171-211-13, 14, 16 18, 19, 20, and 21), in the City of Redlands consisting of an approximately 12,011 square foot building (gross), and situated on 1 22 acres as shown on Exhibit "A" attached hereto and incorporated herein by this reference (the"Property") B The Redlands Superior Court is closed and currently vacant and the BUYER desires to acquire the Property from the COUNTY because it is contiguous to land the BUYER currently owns in this area C COUNTY is authorized to sell this property to the BUYER in accordance with California Government Code Section 26366 D BUYER has agreed to pay and COUNTY has agreed to accept, a purchase price of One Million Fifty Thousand and 00/100 Dollars ($1,0550,000 00)for the Property Section 1 01 Sale of the Property and Conditions for Transfer of the Property (a) Subject to all of the terms conditions and provisions of this Agreement, and for the consideration set forth below, COUNTY hereby agrees to convey and transfer all of its right, title and interest in and to the Property to BUYER and BUYER hereby agrees to acquire all of the right, title and interest of COUNTY in and to the Property (b) The Property will be conveyed to BUYER when the purchase price is paid in full in accordance with this Agreement (c) The total monetary consideration to be paid by BUYER for the acquisition of the Property shall be One Million Fifty Thousand and 001100 Dollars ($1,050,000 00) ("Purchase Price"), said consideration to be paid as follows BUYER shall deposit in escrow as detailed below in Paragraph 1 02 One Million Fifty Thousand and 001100 Dollars ($1,050,000 00)at least three (3)days prior to the Close of Escrow (as defined in Section 1 03 below) Said sum shall be paid to COUNTY at Close of Escrow (i) In the event BUYER fails to deposit the Purchase Price in Escrow in strict accordance with the foregoing, time being of the essence, this Agreement shall terminate and any and all funds deposited in Escrow by BUYER to complete BUYER`s obligations under this Agreement shall be refunded to BUYER less any Escrow fees, and, except as otherwise provided 1 1 t l f in this Agreement to the contrary, the parties shall have no further obligation or liabilities to the other (ii) BUYER agrees upon transfer of title of the Property to initiate transfer of all utilities from the name of COUNTY to the City of Redlands (iii) COUNTY agrees to execute the Grant Deed to convey the Property to the BUYER in the form attached hereto as Exhibit "B" and incorporated herein by this reference (the "Grant Beed") (iv) The communication tower, generator, and propane tank located on the property are included in this sale and will remain after the Close of Escrow COUNTY will remove its communication equipment serving local satellite offices that are attached to the tower and buildings on the property to a new location off of the property by the Close of Escrow but no later than April 30, 2017 This subsection shall survive the Close of Escrow, Section 102 Escrow (a) The transfer and sale of the Property shall take place through an escrow company ("Escrow")which shall be administered by Fidelity National Title located at 3237 E Giusti Road, Ste 105 Ontario, CA 91761("Escrow Holder") The Escrow Officer shall be Janette DeLap who can be contacted at (909) 569-0225 Escrow shall commence upon the receipt by the Escrow Holder of a copy of this Agreement executed by both BUYER and COUNTY (b) If this Agreement is terminated by BUYER or BUYER fails to consummate this transaction in accordance with this Agreement, BUYER shall be solely responsible to Escrow Holder for all customary and reasonable escrow charges payable to Escrow Holder without further or separate instruction to Escrow Holder and the parties shall each be relieved and discharged from all further responsibility or liability under this Agreement Section 1 03 Close of Escrow As used herein, "Close of Escrow" means and refers to the date on which the conditions set forth in this Agreement for the transfer of the Property have been satisfied, and the Grant Deed is recorded by Escrow Holder The Property shall be transferred to BUYER at the Close of Escrow, provided thatwithin the periods of time set forth in this Agreement (i) BUYER has not terminated this Agreement, (ii) BUYER has accepted the Grant Deed, (Ili) all other conditions set forth in this Agreement have been met and (Iv) BUYER has paid, or caused to be paid,to the Escrow Halder all applicable costs that are the responsibility of the BUYER The Close of Escrow shall occur on a date that is no later than April 30, 2017, unless a party entitled to do so has terminated this contract in writing prior to the expiration of said Due Diligence Period Section 1 04 Escrow Instructions BUYER and COUNTY each agree to execute and deliver to Escrow Holder customary supplemental written escrow instructions (consistent with the terms of this Agreement) of Escrow Holder In the event of a conflict between the additional terms of such customary supplemental escrow instructions of Escrow Holder and the provisions of this Agreement, this Agreement shall supersede and be controlling Upon any termination of this Agreement or cancellation of the Escrow, unless such termination shall occur as the result of a 2 t J r breach: of this Agreement by COUNTY, BUYER shall be solely responsible for the payment of the r. escrow cancellation costs of Escrow Holder Section 1 05 Convevance of Title On or before the Close of Escrow("Closing Date"), COUNTY shall deliver to Escrow Holder the Grant Deed duly executed and acknowledged by COUNTY, which shall relinquish all right, title and interest of the COUNTY in the Property to BUYER Title Company is f=idelity National Title Insurance Company ('Title Insurer"), at its office located at 1300 Dove Street, Suite 310, Newport Beach, California 92660, Attention Michael Brinkman, Commercial Title Officer, (949) 221-4733, mike brinkman@fnf com Escrow Holder shall be instructed to record the Grant Deed in the Official Records of San Bernardino County, California, if and when the Escrow Holder holds the funds forthe COUNTY as set forth herein and can obtain for BUYER, an ALTA owner's extended coverage policy of title insurance ("Title Policy") issued by a title company of BUYER's choosing with liability in an amount equal to the Purchase Price together with such endorsements as may be reasonably requested by BUYER insuring that fee title to the Property is vested in BUYER, free and clear of options, rights of first refusal or other purchase rights, leases or other possessory interests, lis pendens and monetary liens and/or encumbrances and subject only to (1) non-delinquent real property taxes, including taxes and assessments for the year of closing and subsequent years, (2) dedication of all streets abutting the Property, (3) such other title exceptions, if any, resulting from documents being recorded, (4) zoning ordinances, (5) utility easements common to any subdivision of which the Property is a part, and (6) conditions set forth in the Grant Deed BUYER shall pay the standard cost of the ALTA Title Policy and any ALTA survey required by the title company issuing the Title Policy as a condition to the issuance thereof Section 1 06. Inspections and Review and Due Diligence (a) BUYER shall accept the defivery of possession of the Property (including but not limited to, subterranean structures and soil conditions), in an "AS IS," "WHERE IS" and `SUBJECT TO ALL FAULTS" condition BUYER hereby acknowledges that it will rely solely upon its own investigation of the Property and its own review of such information and documentation as it deems appropriate BUYER is not relying on any statement or representation by COUNTY, any employee, official or consultant of COUNTY relating to the condition of the Property COUNTY makes no representations or warranties as to whether the Property presently complies with environmental laws or whether the Property contains any hazardous substance Furthermore to the extent that COUNTY has provided BUYER with information relating to the 3 " r condition of the Property, COUNTY makes no representation or warranty with respect to the accuracy, completeness or methodology or content of such reports or information (b) Due Diligence Period Upon the opening of Escrow, COUNTY shall provide to BUYER all due diligence materials contained in COUNTY's files in its immediate possession, including, but not limited to, environmental reports, "Phase I' reports, "Phase 2" reports, building plans, geologic studies, soils tests, engineering reports, inspection results, complaints, licenses, and permits pertaining to the property and related Improvements During the period beginning upon the opening of Escrow and continuing until the sixtieth (00th)day after the opening of Escrow (the "Due Diligence Period") BUYER shall be entitled to examine all aspects of the Property to determine it any conditions exist thatwould preclude BUYER from using the Property for BUYER's intended use or cause BUYER to incur expenses that render BUYER's intended use of the Property financially infeasible, such use and financial infeasibility to be determined in BUYER's sole discretion at BUYER's sole expense-: To that end, during the Due Diligence Period, BUYER, its agents, employees, contractors, authorized representatives, experts, and assignees shall be entitled to 1) enter onto, into examine, and investigate the condition of the Property and existing improvements, 2) verify whether Buyer's intended use of the Property is permitted under applicable zoning and use laws, regulations, and ordinances (collectively, the "Government Approvals"),and 3)to submit, process, and pursue applications for, and obtain from the appropriately authorized governmental agencies (the "Government Agencies") any Government Approvals Buyer, as determined by BUYER in its sole discretion, deems necessary or required for Buyer's intended use of the Property if any conditions are imposed in connection with the Government Approvals, BUYER shall determine, in its sole and absolute discretion, whether BUYER is willing or able to comply with such conditions and rf not, BUYER may elect to terminate this Agreement as provided below Seller shall cooperate with Buyer in all respects to help Buyer obtain the Government Approvals Buyer shall be responsible for all costs and expenses arising or incurred in connection with the Government Approvals BUYER shall have the right to terminate this Agreement by providing written notice to COUNTY on or before the expiration of the Due Diligence Period if the BUYER finds the property unsatisfactory for any reason BUYER's failure to give written notice of termination to COUNTY on or before the expiration of the Due Diligence Penod shall constitute an election by BUYER to waive such termination right and to proceed with this Agreement BUYER hereby agrees to indemnify COUNTY and hold COUNTY harmless from and against any and all liability arising out of physical damage to persons or property arising out of the exercise of BUYER's rights under this Section which obligation shall survive the termination of this Agreement and the Close of Escrow BUYER agrees that it will not materially interfere with the ongoing operation of the Property when making the investigation of the Property contemplated by this Section BUYER acknowledges that COUNTY has requested BUYER inspect fully the Property and investigate all matters relevant thereto and engage such engineering consultants, construction consultants,attorneys,environmental specialists and such persons as are necessary to fully inform BUYER as to all aspects of the Property BUYER shall solely rely upon the results of BUYER's own inspection or other information obtained or otherwise available to BUYER, rather 4 than any information that may have been provided by COUNTY or COUNTY's agents or representatives, other than as expressly provided in this Agreement (c) COUNTY shall assist and cooperate with BUYER in endeavoring to remove tale exceptions unacceptable to BUYER, but COUNTY shall have no obligation to cause such objections to be removed or to expend any sums in such endeavor, except that COUNTY shall remove all monetary liens and encumbrances created by or as a result of COUNTY's activities (d) COUNTY covenants, pnor to the Closing, not to further encumber and not to place any further liens or encumbrances on the Property, including, but not limited to, covenants, conditions, restrictions, easements, liens, options to purchase, rights of first refusal, options to lease, leases, tenancies, or other possessory interest COUNTY also covenants not to authorize others to take any action that adversely affects the physical condition of the Property or its soils Section 1 07 Closina Costs Possession (a) BUYER shall pay one hundred percent(100%)of the cost of the ALTA Title Policy (b) BUYER and COUNTY shall each pay fifty percent (50%) of Escrow Holder's charges and fees which may be charged by Escrow Holder in connection with the Close of Escrow COUNTY shall be responsible for all documentary transfer taxes payable in connection with the transaction contemplated hereby (c) BUYER shall be entitled to exclusive possession of the Property immediately upon Close of Escrow and compliance with Sections 1 03 and 1 05 Section 1 08 Representations and Warranties (a) COUNTY hereby makes the following representations, covenants and warranties, and acknowledges that the execution of this Agreement by BUYER has been made in material reliance by BUYER on such covenants representations and warranties (1) Power and Authority COUNTY has the legal power, right and authority to enter into this Agreement and to execute the instruments and documents referenced herein, and to consummate the transaction contemplated hereby (2) Requisite Action COUNTY has taken all requisite action and obtained all requisite consents in connection with entering into this Agreement and the instruments and documents referenced herein and the consummation of the transactions contemplated hereby and no consent of any other party is required (3) Enforceability of Aareement The persons executing this Agreement and any instrument or document referenced herein for or on behalf of COUNTY have been duly authorized to so act on behalf of COUNTY and this Agreement and any such instrument or document is valid and legally binding on COUNTY and enforceable in accordance with their respective terms 5 (4) No 1_itiaation There are no pending and served or, to the best knowledge of COUNTY, threatened claims, actions allegations or lawsuit of any kind, whether for personal injury, property damage, property taxes, or otherwise, that could affect the Property (5) No Violation Neither the execution of this Agreement or other instruments and documents referenced herein nor the performance by COUNTY of its obligations hereunder and thereunder shall result in a breach or constitute a default under any agreement, document, instrument or other obligation to which COUNTY is a party or by which COUNTY may be bound or under law, statute, ordinance, rule, governmental regulation, state constitution, or any writ, injunction, order or decree of any court or governmental body applicable to COUNTY To the best of the COUNTY'S knowledge, all representations and warranties contained in this Section 1 08(a) are true and correct on the date hereof and as a condition of Closing for BUYER's benefit, shall be true and correct on the Closing Date and shall survive the Closing (b) Warranties and Reoresentations by BUYER BUYER hereby makes the following representations covenants and warranties and acknowledges that the execution of this Agreement by COUNTY has been made in material reliance by COUNTY on such covenants, representations and warranties (1) BUYER has the legal right, power and authorityto enter into this Agreement and the instruments and documents referenced herein and to consummate the transactions contemplated hereby The persons executing this Agreement and such other instruments as may be referenced herein on behalf of BUYER hereby represent and warrant that such persons have the power, right and authority to bind BUYER (2) BUYER has taken all requisite action and obtained all requisite consents in connection with entering into this Agreement and the instruments and documents referenced herein and the consummation of the transactions contemplated hereby and no consent of any other party is required (3) This Agreement is, and all instruments and documents to be executed by BUYER pursuant to this Agreement shall be duly executed and are or shall be valid and legally binding upon BUYER and enforceable in accordance with their respective terms (4) There is no pending or to the best of BUYER's knowledge, threatened claims, action, allegations or lawsuit of any kind, whether for personal injury, property damage, breach of contract or otherwise, that could affect the Property or BUYER's ability to consummate the transaction contemplated hereby All representations and warranties contained in this Section 1 08(b) are true and correct on the date hereof and on the Closing Date and shall survive the Close of Escrow Section 1 09 Termination If this Agreement is terminated by BUYER prior to the expiration of the Due Diligence Period in accordance with the provisions of Section 1 06(a) above, then any and all funds deposited in Escrow by BUYER to complete BUYER's obligations under this Agreement shall be refunded to BUYER less any Escrow fees,and, except as otherwise provided 6 r jf in this Agreement to the contrary, the parties shall have no further obligation or liabilities to the other Section 1 10 Default (a) COUNTY Default COUNTY shall be deemed to be in Default under this Agreement if COUNTY fails,for any reason other than BUYER's Default under this Agreement or the failure of a condition precedent to COUNTY's obligation to perform under this Agreement, to meet, comply with, or perform any covenant, agreement, or obligation required on its part within the time limits and in the manner required in this Agreement, or a material breach shall have occurred of any representation or warranty (made by COUNTY) because of COUNTY's actual fraud or intentional misrepresentation, provided, however, that no such Default shall be deemed to have occurred unless and until BUYER has given COUNTY written notice of the Default, describing its nature, and COUNTY has failed to cure such Default within five(5)days after receipt of such notice(but in any event before the Closing Date, unless such Default occurs after Closing) (b) BUYER Default BUYER shall be deemed to be in Default under this Agreement if BUYER fails, for any reason other than COUNTY's default under this Agreement or the failure of a condition precedent to BUYER's obligation to perform under this Agreement to meet, comply with, or perform any covenant, agreement, or obligation required on its part within the time limits and in the manner required in this Agreement, or a material breach shall have occurred of any representation or warranty(made by BUYER) by reason of BUYER's actual fraud or intentional misrepresentation provided, however, that no such Default shall be deemed to have occurred unless and until COUNTY has given BUYER written notice of this Agreement, describing the nature of the Default, and BUYER has failed to cure such Default within five (5) days after the receipt of such notice (but in any event before the Closing Date, unless such Default occurs after Closing) Section 1 11 Conflict of Interest No member, official or employee of either party having any conflict of interest, direct or indirect, related to this Agreement and the use and development of the Property shall participate in any decision relating to the Agreement The parties represent and warrant that they do not have knowledge of any such conflict of interest Section 1 12 Attornevs' Fees If any legal action is instituted to enforce or declare any party's rights hereunder, each party, including the prevailing party, must bear its own costs and attorneys` fees This subsection shall not apply to those costs and attorneys'fees directly arising from any third party legal action against a party hereto and payable under Section 1 06(b) (`Due Diligence Penod") and Section 1 14(c) ('Miscellaneous") Section 1 13 Notices Any notice, demand, request, consent, approval or communication that any party desires or is required to give the other parties or any other person shall be in writing and either served personally or sent by prepaid, first-class mail Any notice, demand, request, consent, approval or communication that any party desires or is required to give to the other parties shall be addressed to the other parties at the addresses set forth below Any party may change its address by notifying the other parties of the change of address Notice shall be 7 deemed communicated two (2) COUNTY working days from the time of mailing if mailed as provided in this paragraph COUNTY's address County of San Bernardino Real Estate Services Department 385 N Arrowhead Avenue, Third Floor San Bernardino, CA 92415-0180 Phone 909-387-5252 Fax 909-387-5353 BUYER's address- City of Redlands Mr James Troyer Interim Development Services Director P O Box 3005 Redlands, CA 92373-3005 Section 1 14, Miscellaneous (a) All periods of time referred to in this Agreement shall include all Saturdays, Sundays and state or national holidays provided that rf the date or last date to perform any act or give any notice with respect to this Agreement shall fall on a Saturday, Sunday or state or national holiday, such act or notice may be timely performed or given on the next succeeding day which is not a Saturday, Sunday or state or national holiday (b) The unenforceability invalidity, or illegality of any provision of this Agreement shall not render the other provisions hereof unenforceable, invalid or illegal (c) BUYER and COUNTY each represent and warrant to the other than no third party is entitled to a broker's commission and/or finder's fee with respect to the transaction contemplated by this Agreement BUYER and COUNTY each agree to indemnify and hold the other party harmless from and against all liabilities, costs, damages and expenses, including, without limitation, attorneys' fees, resulting from any claims or fees or commissions, based upon agreements by it, if any, to pay a brokers commission and/or finder's fee other than the commission referred to in the prior sentence (d) BUYER covenants and agrees that (i) all information provided to it by COUNTY in connection with the Property or resulting from BUYER's inspections of the Property and review of relevant materials, will be held in strict confidence by it and its agents, employees, prospective lender and mortgage broker, (ii) BUYER will immediately return all such information to COUNTY in the event the transaction contemplated by this Agreement is not consummated for any reason, and (iii) BUYER will not rely thereon, but will instead conduct BUYER's own due diligence inquiry with respect to the Property Section 1 15 Entire Agreement, Construction 8 (a) This Agreement and the exhibits attached hereto constitute the entire understanding and Agreement of the parties (b) This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto with respect to the Property (c) As this Agreement was jointly prepared by both parties, the language in all parts of this agreement shall be construed, in all cases, according to its fair meaning and not for or against either party hereto (d) The headings to the paragraphs of this Agreement are for convenience of reference only, do not form a part of this Agreement and shall not in any way affect its interpretation Section 1 16 Legislative Bodv Approval This agreement is subject to, and will have no force or effect until and unless first approved by the Board of Supervisors of the County of San Bernardino [SIGNATURE MAGE FOLLOWS) 9 IN WITNESS THEREOF, the parties hereto have duly executed this Agreement as of the dates set forth below COUNTY BUYER COUNTY OF SAN BERNARDINO CITY OF REDLANDS By By James Ramos, Chairman `—Paul Fosier, Mayor Board of Supervisors Date y Date AZILS1 SIGNED AND CERTIFIED THAT A COPY OF Sam IrYvin, City �Tert: THIS DOCUMENT HAS,BEEN DELIVERED TO THE CHAIRMAN OF`THE BOARD LAURA H WELCH Clerk of the B ard;of Supervisors t By R � VL I:7 puffy , Date ., '' 1 . ' APPROVED AS TO LEGAL FORM JEAN-RENE BASLE, County Counsel San Bernardino County California By Robert F Messinger, Deputy o�unty�Counsel Date ` , 10 Il L-t �� a _ ,i-„ 'rte 7f?, !!'- c 07 6F, - �,^ '-r .. il:�y -i a- _- L. -{-.1 €.� E,,3,,A 5 L-,,la-s Pa.._ s r _f 1"i" iIma — C _G�F7'_i t`_-1-3ai- i-3"i j _l-4^ EB:, A--- c-LLAL 7 97 1 _7t, u?F=E�_- fj-' r����t> F;ls_a f= _ L=^ i,_�jl „.tt- r,'" : t Cid Erl7 bra I': =}' }:il� -:i _`r_ _, —5 � ..�� .. f=I"__ L,=t E;i,_rI. ';' '�I_ ra_c i }-, rt_�,� »b-II'v Sion n r G=.r_ r!E:� `�r`: iC C I''am as . _a ?. t==LE -C'_'= ;rt 5` , L,,C, -lei L� 'i! �iCI• 'C=`'3 ._��_i'�r �: � rt Cssl lee, _?!c _a 4' hl� :_,T �C, rf 11C= i��=_`li,c_ =E'a'r 7 - F��-C0 .11c R%'!?* t,``s [`_-'t i'rt=CSF _ L AL ica a ��i• �t��,_! .i=1� _ "17 4E: '�Ci f^ft to Li? w -;i-,- L--o-€mn 2S-3_d S- S-017! r!((t. Cil Lc— kV1f `_s- I e zr �,g'l - GIJ-I' C F��=F. Pr-_-L_ .. _a_I -- � C^r'-�' a _i� _[�*L,'et� _ F,.f•C. 'z ''''-:!'ai'w5 Imo!Lll�i-' � F�at�-a`li,;, L-.e;Il-r S^'-t - ��`a` j- E.ihv F t °�itF;i� I r;3 -- [ a1r 1=-). d L.it n tra -1r1 } icti oil ti'i='?,7,1— {{� -_ r- _ n=r,,7 j? L, Em—rfi 1- L F 0 Q jT L, LCL —' Ewc.0;i t�nu _ I� :5,= :r., ElC''RC dla'l Js Ei_i � s cz Satj En--ila Cai -11F a L j I"° E.,n. 17 F;t�i� _ P,=Ci`r r 3 LoL 2,of Stone's SubdiviI *ri, In trle Co of Redlands as per alar recol ded in Boolt 5 of Maps, Pane 37- Recorcis of said Coonty F Parcel Nr,, G' fAsSeSSork Pucci No G171-21=-20 ally L_,t 1 or Stone's Subdlbs•slwf o-Lct,_ 1213 ,end 14 Bivcl= 'L ', P•-11- N-2t ', and K=nrlails Sl4bdi,sial<or Part o.L4. 27, $Ir[%t 77� San Bernarairio `Zllcllo a-Ild 9 Ci Lot 1, B;,,tcL _27, RE-iia-MS SLEI'.'e'{, 411 M ':_It`s' G'' F'adail-I5, C0U,l-,Y C=Sal"- gar'la3 Jlr.o State w, i`clilio-nls, ?5 Pr,- p:at i"?CoI/1,d lil Bflr.1, 3 of J�J; _ fa:l'd 37f R�Ccl='s-:+ saicC [G inzy A150 tllcj Ylc'ML)n Or LCA G of:did Wow; SI b,- Js clr 'vinc 14_Si Cif UN.? East lire Lir-,c-A Lot 1 -if =ald S G:`lc•S S!,pr wls:on r:rodjc' d NaG-1.I'3rly ISc that pori *n of :.2 foot alley gym, oacabt'd, as sh1 v�n rn said, n-ap of S-Ci;S Gi np` 153C i 4 IIsi sand Lc.-- 1 r,f sa-d Stcv1p. SAJr,Isicn and th it portion of Lot u al:ove d.-Z:Lriberl, �Iqf that PC-Ion of Bioc:; C 3i Pzhi S S.:bdld ,�iq<ip No _' -,f Pa.-r or Lc--- 1, "Bic- 1{ 27, Redlaidz, SLIP;=jr n -.,ie (-Wof Re-,lan+; C" San Be' n3i'd ,ia Stare or i allf4r€113. aC p fl Plat Irt B at 8 .^.r Aam P:a o 45 R'nDrd-,c=r -a:l Ca il:y, describ-d a- follori's Bing nill•11 .at`i point at rll i.r`l1W if,lp Of the Nlor-hsa5==cit+ _id- of wail ?.IGcK D" he 3-�?r=:11'Ioy;rly We Cr B'rCoks.tle ° -,Si, IS Owd tr,omt 8% Ong me SQLI:hweked`f cover or g3Fd Lot L Cf 5zm Sjbdivl53,n) chenC�' ;LtE'1ling w! ;.g Suutn'r•iE�5terl'}• I.rmcfion alwp tha N,c:lth5,f= BOOKSste]1, S'LleBOOKSwv ILPU 25 tAli "' )Al—C=at:Dg,'I!ar"gl_'j Ina E•'�filTll���=•St�i��f JWE-Cs i'l 255 " Rti th-�Me a= igh=angks And naStpQ . 5 r=_" tNA �gortlli,ast�-I-[V 41nt or sold NO&'D , Anne I unnung Southeasterly ahng ca :I Nurthea_tel Ia lill-of said Block "G" 265 feet to the pont a3 begnnmu 12 t EXHIBIT"B° GRANT DEE© ffollowincia e 13 t i RECORDTINO REQUESTED BY WHEN RECORDED MAID. f0 City of Redlands Devclopment Services P 0 Box 3005/35 Capon St., Ste 20 Redlands,CA 92373 Rccord without fee stibfect to Gov't Code 6103 A PN(s) 0171-211-I3 14, 16, 18, GRANT DEED 19 20 and 21 Dept Cede 11200 The undersigned grantors)deelare(s) DOCUMENTARY TRANSI'ER TAX$0 00 Conveyance to GoN^ernniernt Entity R8:T 11922 ❑computed on full N aloe of property conveyed,or ❑computed on full value less liens and encumbrances remaining at the tine of sale El Unincorporated Area NG City of Redlands v FOR A VALUABLE CONSIDERATION,receipt of which is hereby acknowledged, the COUNTY OF SAN BERNARDINO,a body corporate and politic,hereby GRANT(S)to the CITY OF REDLANDS,a municipal corporation,the Real Property in the City of Redlands,in the Counry of San Bernardino,California,de';cxibed as follows SEE EXHIBIT"A"LEGAL DESCRIPTION ATTACHED HERETO AND MADE A PART HEREOF COUNTY OF SAN BERNARDINO By. Date Tames Ramos,Chairman Board of Supervisors MAIL TAX STATEMENTS TO P,\RTY SHO'ArN ON FOLLOWING LINE NIA Name Street Address City&,State s EXHIBIT"A'- Al I A'-All thaT ctrvian i Wal PI'013irrty sitclated in the Count;! of Sall BCrnirdino, ctatz. of California, d�,cr ibed a5 r0110+r4S Pal Cel No, 1 (As5es5or's Partes No 0171-213 1^) That portion of Lot 7, Stone's c ubclivisian, it, rhe Citve, of Redlands County or Sall Berllarciino, State Of Callfol ilia, as per Mat I et.01 ded in Buil, 4 of MaDS Pacie 37, Rtcord`: of said County, described a5 o I low Br.lrtlillrl,� at The NC.!th,-1 ly corl]%i or the line of iot 1, Block"C", Pellet, Pratt and Kendall Subdrvssor-I thrn c along rh,- Bast fin,- of L07 y, S7 1 rtet• tllrrlrz NOIT11 15''31 East 88 3 reet to Fit;t strctt thenc= North 62"17 I%r on the 1,nuthwc.-+tel ly Ime or First CtttrrC, 25 83 fret to The point of btigrnning Parcel No i (ASsr;sor's Parcel No 0171 211-13) Lot 1, Block"C" Pe€lei, Platt and Kendall SubdIVIS1 11, Irl Cllr City o€ Redlands, County os San Bel i�al drno, State of C..a liromla, aS plei [flat I erGr did in Book 5 of Plaw; Pacie 2!, Records or atd �.C�l.rllty E>ctpt the following Beginning at the Northeast cornea of said. Lot; tllcnCe South along the East line of 2C- lir fest; tilrnce Noitlm%e:terly 53 97 feet to the point on the With lisle of said Lot, thence along ;aid North line Easier ly 4C Flo feet to tilt point or bt-ginning, as disclosed by dcEL`r tt:cot dtd lunC 14 1940 in Bonk 1412 Pacie 422.of 0rriclai R rolds Parcel No. 3 (ASSesSol s Parcel NO 8171-211-165) LOC E, SLorlc'S SUMMS-10t) of Lots No 32, 13 and 14, Block"C"PE:11ci, PI att and Kendalls Subdlv(sion of mart GT Lot 27 Slack 77, Sari Bernardino Rencho, San Bernar dino County, Califol nia and a part or Lot 1, 1510C11 -17, Redfand5, in the aty of rzedlands, County of San Bemardino, State 01 Califoi ilia, as ptfr pht I#=Corded ill Book 5 of Maos Pane 37 of the Records of said Count), =hcrpting thcl rfi om that partion ronvtzyed by F P Moir rson, Tru,tt_e, to Hals,�_)! %M, All.,frl b;, deed recorded Irl Book 3j 1 cr Dei:-Cly; F ioE- 4CIO Rer_ords or Baro Count}, deSCI Ibed as roilows The Vvlie ster ly Portion o€ _,,M;l Lot 8, cl scr ibed aS TOICW'e, whish `,ales pot don is a tr apezoid lying ;rtlnlydiatrlv in r-,a1 of Lot 1, fronting 50 reit fill ally;', tht 1''JrSt b0Llnclaiy ling being 9; 'tez-t, thence I401therly bounclaly Irile belnq E;9 r= fe t The Eactei ly boundary line being Go ci tett Parcel No 4 (Assessor's Pard'[ No, 0171 211-18) Lot BI ooksidr Avenu-_ cubdivision, in the City or Redlarlde, County of San B,5rn3rdino, State or California aS, pier flat i ei-ordetl in Book 17 or viae)s Pacer 1 Rtcorcis of saki Count/ Parcel No. 5 (.-kssS e or's P.9rc,1 No, U17?-. 11. 19) Lor 2, CCT Stone's ;ubdrvrsion, in the City or Redlands, as per Istat 1 rcol ded M Boal' 5 or flaps, Page 37 Recoils of :aid C01.I1)tV Palmi r�iL 1j LrSc €i : Pai Nc C 7-'1- _I] an 1j17i 211---!) Lot _ or Stoll?'5 Sitbe vi-7s0€. pT Lot,., 1.r C;;,id !4 P,1,,1,P 'C r �Wli�1 r'3'at.[ an'1 K<,n ialir Slib-li•dIS.Ji, ✓` I of 27 Work ; l J I n� I i i � ?ar :,� Lot _:, l?ro � 77� ar {;-r lal�rinc -.�,r1�1�; and a far- €:.i Lc:c �, �,iol Rr-dlaa-,I� SLID ,ey, i31 .lie {_[i' OF r � l�Ccl•lr. Count,, &7 5��. B+Fr nai ding, State Jr Caffornlar �.� �1e3 r'at Ill Bo,.k 5 €� j"lan: Pao. 37, F_coir`ls or :=.IC, Co in-W AISO tlla: JorIC111 Of LGti b Gi -.all '3LOnr-'-- cubc€i'a'ISS0nr r,firia 'Wiest Of the East ilnti of said Lot 1 of Said SZOT'S cl'_lOWdSi011 PI_0'1_lc=d N01 1)?HY .�dc,o tila= f1C-1011 of "12 foot.alley CI ov., tiaacat^'I) a5-,ho `in on Said map of Stone 5 SI_SMI'a15ion, I}Iraq Lie 71. Said Loz 1 of Sa,J Stone 5 Subdi-Anion and zhp' po-ilii€ Oi Lot G ;:iho e d�?51_i ibed Also so dizz voi:IQn of Block •D,• 4r Peller's S€.!l}+afidl5°Cin No 2 CIT Pai t C3i Loi 1, 2.1rck 27_ R,, dla pS $LIEVFy, In Lll? r_lil• I?+ (..OUr"lt7V OT San 6=fga1_dIn{I sate or CaliTomia, as tpl-r Plat recorded in Book 8 o 'Har?S Darr d'7 Records Or Said CCIanty, d2SCI6-2.4 as r-0l10vi5 Beg-nniing at a point at the 4f h1 Ime of tl1C North—;dst--dy side of Said ?lock"D' ,vizh thl- A1[Il-llsr szr—JY Sioe of Sr001•Bids A\,er .r2 ('zaii point al5.0 Luing Che SGUtI]wsst?il4'cC1msr Cii 581.1 Lot 1 Or .,.atc Stone -ision), il1'2i1re !"lidIlrnlg in a SOULnwesuerly _IIrmuion aloi€7 rI.Y rV-Dr-1€;;1= EXHIBIT "C" (attach coiov of Grant Deeds 11ca1dim\AgreementslPSA(Courthouse)216BrooksideAvenueRedlandsCA 3 21 17 docx 16 RECORDING REQUESTED BY WHEN RECORDED MAIL TO City of Redlands Development Services P O Box 3005135 Capon St , Ste 20 Redlands,CA 92373 Record without fee subject to Gov't Code 6103 A P N(s) 0171-211-13, 14, 16, 19, GRANT DEED Dept Code 11240 19,20, and 21 The undersigned grantor(s)declare(s) DOCUMENTARY TRANSFER TAX $0 00 Conveyance to Government Entity R&T 11977 ❑ computed on full value of property conveyed, or ❑ computed on full value less liens and encumbrances remaining at the time of sale ❑ Unincorporated Area ® City of Redlands FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the COUNTY OF SAN BERNARDINO• a body corporate and politic, hereby GRANT(S)to the CITY OF REDLANDS, a municipal corporation, the Real Property to the City of Redlands, in the County of San Bernardino, California, described as follows SEE EXHIBIT A' LEGAL DESCRIPTION ATTACHED HERETO AND MADE A PART HEREOF COUNTY OF ARDiNO B). Date Ramos, Chaittrtan Board of Supervisors MAIL TAX STATEMENTS TO PARTY SHOWN ON FOLLOWING LINE NIA Name Street Address City&State t EXHIBIT "A' All that certain real property situated in the County of San Bernardino, state of Ca€irorn€a, described as follows Patcel No 1 �A.sves�oi c Parcel No 0171-211 14) That portion of Lot 7 Stone's Subdivision in the City of Redlands, County of San Bernardino, State of California, a�; l>rn plat tcCOidcd in Bonk 5 of flans Paaf 3', Records of said County, described as follows Beginning at the Noithei ly cornet of the Easterly line or lot 1, Block `C, Pellet, Pratt and Kendall Subdivision, thence alone the East line of Lot 1, 97 1 fest, thence North 15031` l=ast 88.3 feet to Fir st Strcct, thence North 62°17' Westcrly on the Southwesterly line of Fit st Sti Cet, 25 83 feet to the point or beginning Parcel No 2 (Assessor's Parce€ No 0171 211-13) Lot 1 Block "C" Pellet, Platt and Kendall Subdivision in the City of Redlands, County of Sar? Bernal dino, State of Califoi nia as pet plat i ecor did ill Book 5 cif Maas Pane 22, Recoi ds of said County Except the rollowing. Beginning at the Northeast cot net of said Lot, thence South along the East line of 26.70 feet; thence Notthwtsterly 53 97 feet to the point on the North line or said Lot, thence along said North Iine Easter ly 46 90 feet to the point of beginning, as disclosed by deed recorded 3une 14, 1940 in Book 1412 Pane 424 of Official Recoi ds Parcel filo 3 (Assessor's Parcel No 0171-211-16) Lot t. StonC'c, Subdidision of Lots No 12, 13 and 11, Block"C"Pellet Platt and Kendalls Subdivision of part of Lot 27 Block 77, Sari Bernardino Rancho, San Bernardino County, California and a part of Lot 1, Block 27, Redlands, in the City of Redlands, County of San Bernardino, Statt of Califon nta, a�; pti plat r ecorded in Book r- or f 1aDs Paan- 37 of the Records of said Count' Excepting therefrorn that portion thri of convey--d by F P Morrison Truster, to Halsey ;'d AIIen, by deed recorded in Boot, 311 of Deeds Pane 400 Records or said Count)', described as rollows The Westerly portion of said Lot 6, described as fallovis, which said poi-cion is a ti apezoid lying immediately in real of Lot 1 rronting 5o feet on alley the 4;cleat boundary line being 93 feet Thence Northerly boundary line being 59 6 feet, the Easter ly b,aundary line being 60.9 reet. ParC+cl No 4 (ASstsm'5 Parcel No 0171-211-13) Lot 2, Bi ookside Avenue Subdivision, in the City of Redlands, County of San Bernardino, State of Califoi ma, as per plat i ecorded in Book 17 of Maus Pane 1 Records of said County Parcel No 5* (Assessor's Parcel No 0171-211-19) Lot 2, of Stone s Subdivision, in the City of Redlands as per plat recorded in Boob 5 or Maps, Page 37 Recoi ds of said Countv Parcel No 6 (AsseSsors PalCel No 0171-211-20 and 0171-211-21) Lot 1 or Stone s Subdivision p.Lots 12, 13 and 14 Block 'C`, Peller, Pratt s and Kendalls Subdrrrsion or Part of Lot 27, Block 77, San Bernardino Rancho and a part or Lot 1, Block 27, P oiands Sur zy, in the City of Redlands, Count}- or San Bernardino, Stat_ of Callfo€nia, as per plat recorded €n Boal. 5 of i�ian_ Pao- �7, Records of said County 41=o that porion or Lot v or said Scone's Subdivision, lying Wes' of the East line of sa€d Lot 1 of said Stone s Subdivision produced No€cherly. Also that porion of 12 foot allay (now vacated) as shown on said neap of Stone's Subdivision, lyinci between said Lot 1 of said Stones Subdivision and tnat portion of Lot 6 above described. "Iso that poi iron of Block 'D' of Pellet s 5ubd►vlsioi: No. ? of Part or Lot 1, Black 27, Redlands SLWL'eyr €n the City or Redlands, County o;San. Bernardino State or Cal€tornla, as per Plat recorded in Bock B or irlans Proms- 45, Records of Said County, described as follows B-cimmn i at a taint at rhe intersection of th_ lm;i of the Nor heast_r€y side of said Block"D' with tl�W !filth' ' St�i'I� sada of Brool•sid, Av rwz_- (sail Comt also being thin SOUthwesterly corner of said Lot 1 cir said $tone 'Sutoi,,ision), the-nc= rurinine in e Southwe-sterIv dirz-1-tion along the Northl•lr;i^st.ily sld- of Avr_-n -.? 25 €� :, th;nrnce a: iiaht an-gles in a Northwest?rly dir?ction 265 iNct, thanct at right angles Not-h-_ �erly 25 feet to th4 Northeasterly line or said Block D , thani_e• running Scud -eas`ei I. along sail !4ortheast,-rly Ime or said Bloch D , 265 Leet to zh_ point or beginning a CALIFORNIA ALL PURPOSE ACKNOWLEDGMENT A notary public or oche€ officer completing this certificate verifies only the identity of the individual who sig ed the document to which this certificate is attached, and not the truthfulness, accuracy or%-slid€I)'of tilat document STATE OF CALIFORNIA } COUNTY OF San Bernardino } On 0r;cemb(-�r 20,2016 before me , Donna A Young Notary PLtbllc, D-€te (h-r-insert name and title orthe ofricu) personally appeared James Ramos who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the widen instrument and acknowledged to me that he/she/they exec-.tted the same in his/her/their aLithorized capacity(ies), and that by hus/her/their signahtre(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, e"ecuted the Lristriiment I certify Linder PENALTY OF PERJURY Linder the laws of the State of Califonua that the foregoing paragraph is tete and correct DOt �WITNESS mar Land and official seal Commission rt 2111740 aaMyComm Notary Pu6Nc California 2San Bernardino County Expires dun 12,2019 Signa hire rann nax d, OPTIONAL Deicriphon of Attached ❑ocuinent Tulp or Type of Docuneent Number of Nies Document Date Other i C Certificate of Acceptance THIS IS TO CERTIFY that the interest in real property conveyed by the Grant Deed dated December 20, 2016 from County of San Bernardino, a body corporate and politic to the City of Redlands, a municipal corporation is hereby accepted and the grantee consents to the recordation thereof by its duly authorized officer Dated 4 7 r City of Redlands, a municipal corporation B� Paul Foster,Mayor Attest Name Clerk